When HALF-LIFE 2 was released, the Source Engine was a single-platform eight years in development based on a single-threaded code base several years older than that. Today it is a multi-platform, multi-threaded system designed to capitalize on any number of cores. Getting there required rearchitecting or rewriting broad swaths of code to accommodate multiple threads of execution efficiently, from low-level allocators, to rendering pipelines, to AI systems. This session examines the process the speaker went through upgrading Valve's Source Engine to take advantage of multiple cores and approaches used to keep all available processors actively executing. The speaker analyzes the experiments, infrastructure, and tools involved in moving a mature code base onto contemporary PC and console hardware. The talk explores successes and failures along the way to creating an efficient and easy to use multithreaded engine from an established single threaded base.